REQUEST! FOR QUALIFICATIONS ! #1501-030 FRISCO JUNCTION CITY OF FRISCO, TEXAS

The City of Frisco is issuing this Request for Qualifications (RFQ) to solicit responses from master developers and/or master development teams with proven successful track records in planning and developing historically and contextually sensitive infill developments. The prospective developer will be required to carefully integrate this proposed development with the existing built environment. The site for the proposed development sits just east of Frisco Square and is one block from the George A. Purefoy Municipal Center and the Frisco Public Library. Toyota Stadium, home of Major League Soccer’s FC Dallas is less than a half mile to the north and west and Frisco’s Heritage Park is on the southern edge of the project. The successful development in this unique and high quality neighborhood will leverage existing city investments and resources and will capture significant opportunities for non-traditional entertainment, restaurant, retail, and hospitality in the core of one of the fastest growing cities in America.

The City of Frisco is conscious and appreciative of the time, energy, and effort required to respond to this RFQ. Your proposal will be given serious consideration, and we will exercise the same level of attentiveness to it as you have invested in responding. We thank you for your interest.

Pre-Submittal Conference Submittals Due February 19, 2015 March 19, 2015 2:00PM CST 2:00PM CST The Depot at Frisco Heritage Center George A Purefoy Municipal Center 6321 Page Street Attention: Daniel Ford, Purchasing Frisco, Texas 75034 Manager 6101 Frisco Square Blvd Frisco, Texas 75034

City of Frisco 1 Frisco Junction Request for Qualifications #1501-030 1. The Opportunity Frisco Junction is in the heart of the Frisco’s thriving downtown neighborhood. Frisco has become well known throughout the nation, region, and state for commercial and residential growth, rapid development, master-planned residential neighborhoods and for its several excellent quality of life, professional sports, entertainment, and retail venues. Aside from the recent three decades of record growth and development, Frisco is a City that was formally established in 1902 as a railroad and agricultural community. Preserving the heritage of Frisco and constantly improving upon its Original Town (OT) neighborhood has been at the forefront of the City’s planning and development efforts continually over the past three growth decades.!

Frisco’s 72 square miles are only 60% developed and we have successfully managed some of the most rapid and consistent commercial and residential growth in the nation. Frisco is home to approximately 141,000 people in 2014, and is on track to reach about 300,000 or more over the next three decades.

The current vision for Frisco Junction FRISCO! includes a well thought through blend of JUNCTION uses that may include context-sensitive restaurant, retail, entertainment, and office components for the site. All uses of the development shall be sensitively balanced with the historical and currently developed architectural and use context to preserve the distinct characteristic of the area with a strong connection to adjacent neighborhoods, public amenities and public spaces.

The City currently owns the ±8.9 acre subject site and is seeking to creatively partner with a visionary developer or development team on this project to provide for a signature project that clearly integrates the existing built environment and future vision of the City for this area. The City is open to participating in a wide variety of partnership structures, and we encourage you to clearly express how your team would creatively approach the concept, partnership, design, and development of the project. This RFQ is intended to not only gather your team’s professional credentials, but to provide the City with sufficient information and context on how your team sees this opportunity and your general approach to it. While we are looking for you to provide detail on your approach, please do not include any specific pricing information within your response. Financial and partnership structure details will be negotiated with the successful respondent.

City of Frisco 2 Frisco Junction Request for Qualifications #1501-030 Frisco Junction Area Map

2. Regional Context The City of Frisco, Texas has consistently been one of the fastest growing cities in the United States since the mid 1990’s. Frisco’s population has grown more than 300 percent since the 2000 Census. Frisco is approximately 25 minutes north of downtown Dallas and 20 minutes north and east of the Dallas/Fort Worth International Airport. Frisco is known for attracting new corporations, regional headquarters, start-ups and small businesses, and for having a strong business retention and expansion program that helps those companies grow and succeed in Frisco.

City of Frisco 3 Frisco Junction Request for Qualifications #1501-030 Supported by strong infrastructure, exceptional leadership, rational governance, and quality commercial developments, Frisco has been recognized by numerous publications and ratings groups as one of the best places in the nation to live, to work, to raise a family, and to start or grow a business. This infrastructure supports an exceptional community and an extraordinary quality of life. In addition, Frisco’s leadership is committed to a strong economy and corporate vitality by attracting diverse industry clusters and a highly-skilled workforce. More than 58 percent of Frisco residents age 25 and older hold a bachelor’s degree or higher level of education.

Working together with our institutional, corporate, and citizen partners, we are creating new business opportunities and addressing the needs of our fast growing community. Through our diverse economy and talented citizen workforce, the quality of our commercial developments, our master planned communities, our exceptional sports facilities and top rated public school system, Frisco has attracted several new corporations that now call our city home. In addition, the entire Dallas/Fort Worth region has been very successful in attracting Fortune 500 corporate headquarters, a top-tier employee talent pool and has consistently retained our actively engaged corporations within the region.

The Dallas North Tollway corridor is home to many of the most significant companies that have a presence in the region and continues to lease Class A office space at solid rental rates and high occupancy levels. The corridor serves those who have developed it as both a transportation and business asset.

3. Neighborhood Development Context Central to the City’s selection process will be how well the Respondents can communicate their vision for incorporating the new Frisco Junction development with the existing built environment. Frisco has invested heavily in public amenities, public/private partnerships, public infrastructure, and historic preservation within the neighborhood surrounding Frisco Junction over the past 15 years, and this is one of the most visible remaining parcels from which to receive a community return on that investment. Some elements of the neighborhood development context are outlined below.

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City of Frisco 4 Frisco Junction Request for Qualifications #1501-030 !

Frisco!Square! Frisco Square is a 147-acre master planned development that will house approximately 4.4 million square feet of office, retail, multi-family and municipal facilities when fully developed. Frisco Square is designed as a pedestrian-friendly mixed-use urban village anchored by the George A. Purefoy Municipal Center housing the Frisco City Hall, Frisco Public Library and a branch office for the Collin County government. The development provides a unique live/work/play environment for all generations and offers a wide variety of restaurants, entertainment venues, niche retail shops, corporate offices, and service providers as well hundreds of residences in its apartments and townhomes.

Frisco Square also serves as a community event and gathering spot. Several family-friendly events are hosted in Frisco Square throughout the year, the largest of which is the annual Christmas in the Square holiday lights and music spectacular.

Frisco!Heritage!Museum!and!Heritage!Center! The Frisco Heritage Museum and The Frisco Heritage Center is a living village comprised of buildings and events representing the area's rich history. The Frisco Heritage Museum, a regional history museum anchors the Heritage Center and preserves and presents Frisco’s rich history and exhibits the path of Frisco’s transformation from a small railroad and agricultural community to the booming economic center that it is today. Frisco Heritage Museum will consider offering to provide some significant items from its collection on loan to the successful developer.

The Heritage Center is a village comprised of local homes, an authentic log cabin, a recreated one-room school house, the relocated and renovated old Lebanon Baptist Church, and a recreation of the original Frisco Railroad Depot are some of the historic structures that are used as a living history museum, a cultural center, and a very successful wedding and private event venue.

City of Frisco 5 Frisco Junction Request for Qualifications #1501-030 !

Toyota!Stadium!&!Toyota!Soccer!Center! Opened in 2005, Toyota Stadium and Toyota Soccer Center is a 20,500 seat state-of-the-art professional soccer stadium and event venue surrounded by a 145-acre multipurpose sports and entertainment and is the home stadium for Major League Soccer’s (MLS) FC Dallas. The combination of this world-class stadium and a sports park including 17 tournament-sized multi-purpose fields make Toyota Soccer Center one of the best and most unique soccer facilities in the world.

In addition to Soccer and other field sports, Toyota Stadium currently hosts the NCAA Division 1 Football Championship, Edgefest, and several top-tier concerts from chart-topping artists each year.

Original!Downtown!Frisco! The original downtown Frisco extends roughly from the BNSF railroad tracks on the west to County Road on the east and from Maple Street on the north to Ash Street on the south. This is roughly the original boundary of Frisco and encompasses many of the oldest and most historically relevant buildings in the community.

The Original Town Commercial (OTC) and Original Town Residential (OTR) were designated as special zoning designations in 2000 to preserve the historic areas of commercial and residential character within the downtown. The OTC and OTR zoning districts and architectural standards govern this preservation while encouraging thoughtful infill, redevelopment, and renovations within the district. Frisco Junction falls within the OTC zoning district, and a copy of the zoning ordinance for the OTC is available in the supplemental documents portion of this RFQ.

Existing Zoning The project site is currently zoned as PD-217-OTC, with a base zoning of Original Town Commercial (OTC). The zoning allows for a wide variety of commercial uses, and the property is subject to the OTC development standards and architectural guidelines.

City of Frisco 6 Frisco Junction Request for Qualifications #1501-030 Currently, this project is envisioned to include restaurant, retail, entertainment, cultural, and/or other uses that are sensitively balanced with the historical and currently developed architectural and use context to preserve the distinct characteristic of the area with a strong connection to the adjacent neighborhoods, public amenities, and public spaces. Copies of the current zoning ordinance, development standards, and architectural design standards are included as supplemental documents to this RFQ.

Site Traffic Information Recent traffic counts show that approximately 20,000 vehicles pass directly by the site’s Main Street frontage on an average day. An additional 70,000 vehicles pass within a half-mile of the site on the Dallas North Tollway each day. In addition to daily site traffic, the area hosts many of Frisco’s largest special events including the Frisco Square “Christmas in the Square and Light Extravaganza”, Toyota Stadium’s FC Dallas MLS Soccer matches, the NCAA Division I Football Championship, headlining concerts and more.

4. Roles and Expectations!

Project Scope The City expects Respondents to include their qualifications to develop the entirety of the Frisco Junction property within the responses, within development phases if necessary. Responses that specifically exclude portions of the property may or may not be rejected at the sole discretion of the City.

Pre-Development Agreement If the City, in its sole discretion, considers one of the Respondents as most qualified and chooses to move forward with that responder, the City may request to enter into a pre-development agreement, a memorandum of understanding, a letter agreement, or an interim agreement to facilitate further conversations and negotiations. The City will work with the successful responder on the form and content of any future agreements.

Expected Role of the Successful Development Team While the nature of this RFQ allows for a wide variety of approaches to this development, the City expects that the successful development team provide the primary role in the development and that any role that the City plays will be secondary or tertiary. The City is specifically seeking a well-qualified developer that has the demonstrated financial and technical wherewithal to successfully and fully develop this project.

City of Frisco 7 Frisco Junction Request for Qualifications #1501-030 Expected Role of the City The City expects to partner with the successful develop in some manner in order to provide for the highest and best use of the property that is consistent with the vision of the City for the project. The RFQ should address any specific expectations that the Developer has upon the City within the response (however, not including any specific financial, incentive and/or pricing expectations which will be negotiated as part of any pre-development or development agreements).

City of Frisco 8 Frisco Junction Request for Qualifications #1501-030 5. Process and Schedule This RFQ is the first step in the selection process. Evaluation of the Statements of Qualifications received will lead to the selection of a short list of one or more firms upon which the City will give further consideration. Results of the selection status of each firm will be provided individually only as requested. The City of Frisco will only publicize the names of submitting firms via a response tabulation, and will not publicize the firms advancing to the second phase of selection. All firms selected for the second phase will be provided the specifics of second stage submission requirements at that time. The City will evaluate and recommend one or more of the highest ranked proposer(s) to City Council for their consideration. The City may or may not require additional submissions of information at the time of City Council consideration at its discretion. The schedule is as follows:

Pre-submittal conference for intended responders 2/19/2015 Deadline for questions and clarifications 2/24/2015 Statements of Qualifications Due 3/19/2015 Short-list interviews/additional information due 4/8/2015 Expected Date of City Council action authorizing detailed negotiations 4/21/2015 with one or more Respondents

Submittal Requirements The City is seeking information concerning the Respondent’s financial capabilities; experience and accomplishments, particularly in the development or re-development of niche destination projects, historically sensitive projects, joint private-public projects; and a demonstrable appreciation and understanding of the City’s vision. The City is further seeking as part of this process submission of development concept plans and development proposals, and at a minimum all submissions shall comprise the following:

1. Letter of Introduction to include: name and address of Respondent; a statement whether the Respondent is an individual, partnership, corporation, joint venture, special purpose entity or other type of business entity; identification and contact information of persons authorized to represent the Respondent. 2. Conceptual Approach to include: a. A narrative and graphical description of the type, planned uses, and character of development project(s) envisioned by the Respondent; b. The conceptual approach and methodology that the Respondent plans to employ to ensure a project design that creates or contributes to

City of Frisco 9 Frisco Junction Request for Qualifications #1501-030 establishment of a high-quality place that is respectful of the City’s vision for the project; c. A prospective timetable or phasing schedules including any key assumptions on which it is based; and conceptual plans or typological images that clarify descriptions or intent. 3. Development Team to include: the principal legal entity in the proposed project(s) and brief history of the entity and parent company, if applicable; if a joint-venture, the percentage of ownership of each entity including financial, liability-related, and other decision-making relationships; and detailed resumes of each key project member including relevant skills, project experience and accomplishments. 4. Experience & Qualifications to include: similar scope and scale of projects in which the developer or builder and associates have participated, describing relationships to these projects (i.e., developed, owned, operated or managed), particularly joint private-public projects; and for each project or relevant experience provide at least one name and phone number for a contact person familiar with Respondent’s performance on the project. 5. Financial Capacity to include: information adequate to fully demonstrate financial capacity and readiness to develop or build; demonstrated track record in structuring private-public partnerships that reduce public partner’s capital investment and risk, especially examples of creative deal structuring for private-public partnerships in the past five years; expected source(s) of both debt and equity financing for each component of the project; and capability to provide the capital to competitively and successfully finance the project(s).

Inquiries and Submittals Responses to this Request for Statement of Qualifications will be received until 2:00 pm Central Standard Time on March 19, 2015 at:

City of Frisco Attn: Daniel Ford, Purchasing Manager RE: RFQ#1501-030 George A Purefoy Municipal Center 6101 Frisco Square Blvd. First Floor Frisco, Texas 75034

City of Frisco 10 Frisco Junction Request for Qualifications #1501-030 and shall include all information requested within this RFQ. Responses received after this time will not be considered. Responses should be clearly marked “RFQ#1501-030”.

Submissions of Statement of Qualifications once received by the City of Frisco may not be modified or withdrawn. A collective listing of participating firms or a listing of selected firms will not be published except where required by law.

Inquiries or requests for clarification regarding this Request for Statement of Qualifications shall be directed in writing by one of the following methods, prior to the question deadline:

U.S. Mail to: Electronic Mail: Daniel Ford, Purchasing Manager [email protected] George A Purefoy Municipal Center 6101 Frisco Square Blvd. First Floor Frisco, Texas 75034

Clarifications will be provided as soon as reasonably possible. Clarifications which might affect other firms’ responses will be posted to the City of Frisco website at www.friscotexas.gov/bids. Early requests for clarification are encouraged. The deadline for questions related to this RFQ is February 24, 2015, by 4:00 pm Central Standard Time.

Respondents are not permitted to contact (by any means of communication) City staff or other persons affiliated with the City for any reason before, during, or after the selection process. Any or all contacts shall be only for the express purpose of clarifying the specifics of the Request for Statement of Qualifications or requesting a copy of the City’s form of agreement, and shall be directed to the address mentioned above.

Please submit three (3) paper copies of the RFQ response documents in 8 ½” X 11” format and three (3) digital versions on compact disc in MS Word (.doc) or Portable Document Format (.pdf). If large-format drawings or exhibits are included, copies of these exhibits must be reduced to 8 ½” X 11” format or folded 11” X 17” format.

All submittals in their complete form are due prior to 2:00pm CST on March 19, 2015.

City of Frisco 11 Frisco Junction Request for Qualifications #1501-030 FRISCO"JUNCTION" CURRENT"PARCELS"

14*"

15*"

1"

3" 2" 4"

13" 5"

6"

7" 8" 9" 10" 11" 12"

*Parcels 14&15 may or may not be included in the final project. FRISCO'JUNCTION' NEW'PARCELS'

2.16 F* Acres G* 0.45 Acres

2.45 Acres A B 0.87 Acres

D 1.15 0.50 Acres C Acres

1.31 E Acres

±8.9 *Parcels F&G may or may not be Acres Total included in the final project.